UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | Â (3) | Â (3) | Common Stock | 2,309,998 | $ (3) | I | See Footnote (4) |
Series B Preferred Stock | Â (5) | Â (5) | Common Stock | 392,156 | $ (5) | I | See Footnote (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MPM BioVentures IV QP LP C/O MPM ASSET MANAGEMENT 200 CLAREDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
Scopa James Paul C/O MPM ASSET MANAGEMENT 601 GATEWAY BLVD., SUITE 350 SOUTH SAN FRANCISCO, CA 94080 |
 |  X |  |  |
Vander Vort John C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
MPM Asset Management Investors BV4 LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
MPM BioVentures IV GmbH & Co. Beteiligungs KG C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
MPM BioVentures IV GP LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
MPM BioVentures IV Strategic Fund, L.P. C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
MPM BioVentures IV LLC C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
Foley Todd C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
KAILIAN VAUGHN M C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 |
 |  X |  |  |
By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the general partner of MPM BioVentures IV-QP, L.P. /s/ Luke Evnin | 05/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ James P. Scopa | 05/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ John Vander Vort | 05/30/2013 | |
**Signature of Reporting Person | Date | |
By Luke Evnin, member of MPM BioVentures IV LLC, the manager of MPM Asset Management Investors BV4 LLC /s/ Luke Evnin | 05/30/2013 | |
**Signature of Reporting Person | Date | |
By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the managing limited partner of MPM BioVentures IV GmbH & Co. Beteiligungs KG /s/ Luke Evnin | 05/30/2013 | |
**Signature of Reporting Person | Date | |
By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC /s/ Luke Evnin | 05/30/2013 | |
**Signature of Reporting Person | Date | |
By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the general partner of MPM BioVentures IV Strategic Fund, L.P. /s/ Luke Evnin | 05/30/2013 | |
**Signature of Reporting Person | Date | |
By Luke Evnin, member of MPM BioVentures IV LLC /s/ Luke Evnin | 05/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ Todd Foley | 05/30/2013 | |
**Signature of Reporting Person | Date | |
/s/ Vaughn Kailian | 05/30/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Reflects a one-for-three reverse stock split effected May 13, 2013. |
(2) | The shares are held as follows: 166,007 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 6,395 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG"), 4,720 by MPM Asset Management Investors BV4 LLC ("AM BV4") and 1,209 shares held by MPM BioVentures IV Strategic Fund, L.P. ("BV IV SF"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP, BV IV KG and BV IV SF and BV LLC is the manager of AM BV4. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian,James Paul Scopa, Todd Foley and John Vander Vort are the members of BV LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
(3) | Each share of Series A Preferred Stock is convertible into 1/3rd of a share of Common Stock without payment of further consideration and will automatically convert into 1/3rd of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
(4) | The shares are held as follows: 1,850,799 by BV IV QP, 71,303 by BV IV KG, 52,628 by AM BV4 and 335,268 shares held by BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
(5) | Each share of Series B Preferred Stock is convertible into 1/3rd of a share of Common Stock without payment of further consideration and will automatically convert into 1/3rd of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
(6) | The shares are held as follows: 312,152 by BV IV QP, 12,026 by BV IV KG, 8,876 by AM BV4 and 59,102 shares held by BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
 Remarks: See Form 3 for Luke Evnin for additional members of this joint filing. |